COMMERCE BANCORP, INC.

                                     BYLAWS

ARTICLE I. NAME AND SEAL.

         Section 101.  Name. The name of the  Corporation  is COMMERCE  BANCORP,
INC.

         Section 102.  State  of   Incorporation.   The   Corporation  has  been
incorporated under the laws of the State of New Jersey.

         Section 103.  Seal. The corporate  seal of the  Corporation  shall have
inscribed thereon the name of the Corporation, the year of its organization, the
words "Corporate Seal", and the name of the State of Incorporation. The seal may
be used by any person authorized by the Board of Directors of the Corporation or
by these  Bylaws by causing the seal or a facsimile  thereof to be  impressed or
affixed, or in any manner reproduced.

ARTICLE II. REGISTERED AND PRINCIPAL OFFICES.

         Section  201.   Registered   Office.   The  registered  office  of  the
Corporation in the State of Incorporation  shall be at Commerce Plaza, 336 Route
70, Marlton, New Jersey 08053.

         Section  202.  Offices. The principal office of the Corporation and any
other  offices  of the  Corporation  shall  located at such  places,  within and
without the State of  Incorporation,  as the Board of Directors may from time to
time determine or as the business of the Corporation may require,  and as may be
permitted by law.

ARTICLE III. MEETINGS OF SHAREHOLDERS.

         Section 301. Place of Meetings.  All meetings of the shareholders shall
be held at such place or places,  within or without the State of  Incorporation,
as shall be determined by the Board of Directors from time to time.

         Section  302.  Annual  Meetings.  The  regular  annual  meeting  of the
shareholders  shall be held on the second Tuesday of April of each year at which
time they shall elect Directors and transact such other business as may properly
be brought  before the  meeting.  Any  business  which is a proper  subject  for
shareholder  action may be transacted  at the annual  meeting,  irrespective  of
whether the notice of said meeting  contains any  reference  thereto,  except as
otherwise provided by applicable statute or regulation.

         Section 303. Special Meetings. Special meetings of the shareholders may
be called at any time by the  President,  or the  Board of  Directors  or by the
shareholders  entitled  to  cast at  least  one-third  of the  votes  which  all
shareholders are entitled to cast at the particular  meeting.  At any time, upon
such  written  request  for a  special  meeting,  it  shall  be the  duty of the
Secretary  to fix a date for the  meeting,  to be held not more than  sixty (60)
days  after  receipt of the  request,  and to give due  notice  thereof.  If the
Secretary shall neglect or refuse to fix the date and give notice, the person or
persons making the request may do so.


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         Section  304.  Notice of Meetings.  Written  notice of every annual and
special meeting of  shareholders,  stating the time,  place and purpose thereof,
shall be given as herein  provided  (by,  or at the  direction  of,  the  person
authorized to call the meeting) to each  shareholder of record  entitled to vote
at the  meeting,  at least ten (10) days prior to the day named for the meeting,
unless a greater  period of notice is required by statute in a particular  case.
When a meeting is adjourned, it shall not be necessary to give any notice of the
adjourned meeting or of the business to be transacted at any adjourned  meeting,
other than by announcement at the meeting at which such adjournment is taken.

         Section 305. Quorum. A majority of the outstanding shares,  represented
in person or by proxy, at a shareholders' meeting duly called shall constitute a
quorum for the transaction of business except as otherwise provided by law or by
resolution  of the Board of Directors  prior to such meeting.  If however,  such
quorum shall not be present,  those  present  thereat may adjourn the meeting to
such time and place as they may determine, but in the case of any meeting called
for the  election of  Directors,  those who attend the second of such  adjourned
meetings,  although less than a quorum,  shall nevertheless  constitute a quorum
for the purpose of electing Directors.

         Section  306.  Voting.  Each  shareholder  shall be entitled to one (1)
vote, in person or by proxy,  for each full share having  voting power  standing
registered  in his  name on the  tenth  (10th)  day  preceding  the  meeting  of
shareholders  exclusive of the day of such meeting, or on such other record date
(not more than fifty (50) days  preceding the date of such meeting) as the Board
of Directors shall fix prior to such record date.

         Section 307. Vote by Ballot.  Upon the demand of any  shareholder  made
before the voting  begins,  the vote for  Directors  and the vote upon any other
question or matter before a meeting, shall be by ballot.

         Section 308. Proxy Voting.  At each meeting of the  shareholders  every
shareholder  having the right to vote shall be  entitled to vote in person or by
proxy appointed by an instrument in writing  subscribed by such  shareholder and
delivered to the  Secretary at the  meeting.  No unrevoked  proxy shall be valid
after eleven (11) months from the date of its execution, unless a longer time is
expressly provided therein, but in no event more than three years.

         Section 309. Unpaid Shares.  No share upon which any installment is due
the corporation and unpaid shall be voted at any meeting.

         Section  310.  Voting List.  The officer or agent having  charge of the
transfer  books  shall  make and  certify a  complete  list of the  shareholders
entitled to vote at the meeting of shareholders, arranged in alphabetical order,
with the address of and the number of shares  held by each,  which list shall be
produced  and kept  open at the time and  place  of the  meeting,  and  shall be
subject  to the  inspection  of any  shareholder  during  the whole  time of the
meeting.  The original  share ledger or transfer  book,  or a duplicate  thereof
(kept at the registered office of the Corporation) shall be prima facie evidence
as to who are the shareholders  entitled to examine such list or share ledger or
transfer book, or to vote in person or by proxy, at any meeting of shareholders.


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         Section 311. Informal Action by Unanimous Consent.  Unless the Board of
Directors shall otherwise  expressly direct,  any action which may be taken at a
meeting of the shareholders may be taken without a meeting and without notice or
a waiver of notice, if a consent in writing,  setting forth the action so taken,
shall be signed by all of the  shareholders  who would be  entitled to vote at a
meeting  for  such  purpose  and  shall  be  filed  with  the  Secretary  of the
Corporation.

         Section 312. Informal Action by Less Than Unanimous Consent. Unless the
Board of Directors shall  otherwise  expressly  direct,  any action which may be
taken at a meeting of the shareholders or of a class of shareholders, other than
the annual election of directors,  may be taken without a meeting,  if a consent
or consents in writing to such action,  setting forth the action so taken, shall
be (1) signed by  shareholders  entitled to cast such a percentage of the number
of votes which all such shareholders are entitled to cast thereon as is required
by law for the taking of action at a meeting of the  shareholders  or of a class
of shareholders and (2) filed with the Secretary of the Corporation. In no case,
however,  shall such percentage be less than the larger of (1) two-thirds of the
total number of votes which all shareholders of the Corporation or of a class of
shareholders  are entitled by the Articles to cast upon such action,  or (2) the
minimum  percentage  of the  vote  required  by law,  if any,  for the  proposed
corporate  action.  Such action shall not become  effective until after at least
ten  days'  written  notice  of  such  action  shall  have  been  given  to each
shareholder  of record  entitled  to vote  thereon.  This  section  shall not be
applicable  to any  action  with  respect  to any  plan  of  merger  or  plan of
consolidation to which Section  14A:10-3 of the New Jersey Business  Corporation
Act is applicable.

ARTICLE IV. DIRECTORS AND BOARD MEETINGS.

         Section 401. Management by Board of Directors.  The business,  property
and affairs of the Corporation  shall be managed by its Board of Directors.  The
Board of Directors  may exercise all such powers of the  Corporation  and do all
such  lawful  acts  and  things  as are not by  statute  or by the  Articles  of
Incorporation or by these Bylaws directed or required to be exercised or done by
the shareholders.

         Section  402.   Nomination  for  Directors.   Written  nominations  for
directors to be elected at an annual meeting of  shareholders  must be submitted
to the Secretary of the  Corporation not later than the close of business on the
fifth  business day  immediately  preceding  the date of the  meeting.  All late
nominations shall be rejected.

         Section 403. Number of Directors.  The Board of Directors shall consist
of not less than five (5) nor more than twenty-five (25) directors. Within these
limits  the number of  Directors  shall be as  established  by  resolution  of a
majority of the full Board of Directors, provided, however, that no reduction in
the number of Directors  shall in any way affect the terms of Directors  then in
office.

         Section 404.  Qualifications  of Directors.  The Directors  need not be
residents of the State in which this Corporation is incorporated or shareholders
in the Corporation.

         Section 405.  Election of Directors.  The Directors shall be elected by
the shareholders at the annual meeting of shareholders of the Corporation.  Each
Director  shall be  elected  for the term of one year,  and until his  successor
shall be elected and shall qualify.


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         Section  406.  Vacancies.  If the office of any  Director  shall become
vacant by reason of death,  resignation,  disqualification  or other cause, such
vacancy or  vacancies,  including  vacancies  resulting  from an increase in the
number of Directors,  shall be filled by a majority of the remaining  members of
the Board,  though  less than a quorum.  Each  person so elected by the Board of
Directors to fill a vacancy  shall be a Director  until his or her  successor is
elected  by the  shareholders  who may make  such  election  at the next  annual
meeting of  shareholders,  or at any earlier special meeting of the shareholders
duly called for that purpose, and until such successor shall qualify.

         Section 407.  Removal of Directors.  The entire Board of Directors,  or
any individual  director may be removed from office without  assigning any cause
by the vote of  shareholders  entitled  to cast at least a majority of the votes
which all shareholders  would be entitled to cast at any annual election of such
directors.  In case the Board or any one or more  directors  be so removed,  new
directors  may be  elected  at the same  meeting.  The  Board of  Directors,  by
unanimous  consent,   may  remove  or  suspend  a  director,   pending  a  final
determination, for any proper cause.

         Section 408.  Resignations.  Any Director may resign at any time.  Such
resignation  shall  be in  writing,  but the  acceptance  thereof  shall  not be
necessary to make it effective.

         Section 409.  Compensation of Directors.  The compensation,  if any, of
Directors  shall be as  determined  by the Board of  Directors.  In  addition to
compensation,  if any,  for  services  as a Director,  a Director  may serve the
Corporation in other capacities and receive separate compensation therefor.

         Section 410. Place of Board Meetings.  Regular meetings of the Board of
Directors shall be at 336 Route 70, Marlton, New Jersey 08053.

         Section  411.  Regular  Meetings.  Regular  meetings  of the  Board  of
Directors shall be held in each year at such times as the Board of Directors may
provide from time to time, by resolution with appropriate  notice to the members
of the Board of Directors.

         Section 412.  Special  Meetings.  Unless the Board of  Directors  shall
otherwise direct, special meetings of the Board of Directors may be called by or
at the request of the Chairman of the Board or the President of the  Corporation
on appropriate verbal or written notice to each Director, which notice shall, in
any event,  be given at least  twenty-four  (24) hours before the time for which
the meeting is scheduled.  Special  meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the Board of  Directors.  The person or persons  authorized  to call  special
meetings of the Board of Directors  may fix any place,  either within or outside
the State of Incorporation,  as the place for holding any special meeting of the
Board of Directors  called by them.  Any business may be transacted at a special
meeting.

         Section 413. Notice of Meetings.  Unless  otherwise  required by law or
these Bylaws,  neither the business to be transacted at, nor the purpose of, any
meeting of the Board of  Directors  need be specified in the notice or waiver of
notice of such meeting.  Notwithstanding  anything  herein to the  contrary,  no
action of the Board of  Directors or corporate  action  taken  pursuant


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thereto  shall be deemed  unauthorized  solely  because the  provisions  of this
Article  concerning  notice of Directors'  meetings have not been complied with,
provided  that said  Board  action  is taken in a  meeting  at which a quorum of
Directors is present, and such action is approved or subsequently  ratified by a
majority of Directors then in office.

         Section  414.  Quorum.  A majority of the  Directors in office shall be
necessary to constitute a quorum for the  transaction  of business,  except when
otherwise  provided by law; but a lesser  number may adjourn any  meeting,  from
time to time, and the meeting may be held, as adjourned, without further notice.
The acts of a majority of the  Directors  present at a meeting at which a quorum
is present shall be the acts of the Board of Directors.

         Section 415. Informal Action by Board of Directors Without Meeting. Any
action  which may be taken at a meeting of the Board of  Directors  may be taken
without a meeting  and  without  notice or a waiver of  notice,  if a consent in
writing,  setting  forth the  action  so taken or the  action to be taken by the
Corporation,  shall be signed by all the  Directors  and shall be filed with the
Secretary of the Corporation.

         Section  416.  Presence  at  Meetings.  Any one or more  Directors  may
participate  in a meeting of the Board or a  committee  of the Board by means of
conference telephone or similar  communications  equipment by means of which all
persons  participating  in the meeting  can hear each  other,  and any person so
participating  shall be deemed present at the meeting for all purposes.

         Section 417. Reports and Records. The reports of officers and
committees and the records of the proceedings of all committees shall be filed
with the Secretary of the Board and presented to the Board of Directors at its
next regular meeting. The Board of Directors shall keep complete records of its
proceedings in a minute book kept for that purpose. When a director shall
request it, the vote of each director upon a particular question shall be
recorded in the minutes.

         Section 418. Committees.  The following committees shall be established
by the  Board of  Directors  in  addition  to any other  committee  the Board of
Directors may in its discretion establish:

         1.       Executive Committee

         2.       Audit Committee

         Section 419. Executive Committee. The Executive Committee shall consist
of at least three members of which the majority must be directors. A majority of
the members of the Executive  Committee shall  constitute a quorum.  Meetings of
the  Committee  may be called at any time by the  Chairman or  Secretary  of the
Committee,  and shall be called  whenever two more  members of the  Committee so
request  in  writing.  The  Executive  Committee  shall  have and  exercise  the
authority  of the Board of Directors  in the  management  of the business of the
Corporation between the dates of regular meetings of the Board.

         Section 420. Audit  Committee.  The Audit Committee shall consist of at
least three  directors.  Meetings of the  Committee may be called at any time by
the Chairman of the


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Committee,  and shall be called whenever two or more members of the Committee so
request in writing.  A majority of the members of the Committee shall constitute
a quorum.  The Committee  shall  supervise the audit of the books and affairs of
the Corporation.

         Section 421.  Appointment of Committee Members. At the first meeting of
the Board of Directors  after the annual meeting of  shareholders,  the Board of
Directors shall appoint, the members of the Executive Committee, Audit Committee
and  any  other   Committees,   to  serve  until  the  next  annual  meeting  of
shareholders.

         Section 422. Organization and Proceedings.  Each committee shall effect
its own organization by the appointment of a Chairman and such other officers as
it may deem necessary.  A record of the  proceedings of all committees  shall be
kept and filed and presented as provided in Section 417 of these Bylaws.

ARTICLE V. OFFICERS, AGENTS AND EMPLOYEES.

         Section  501.  Executive  Officers.   The  executive  officers  of  the
Corporation  shall be elected  annually by the Board of Directors and shall be a
Chairman of the Board of  Directors,  a President,  a Secretary and a Treasurer.
One or more Vice Presidents, and such other officers and assistant officers also
may be elected or appointed as the Board of Directors may authorize from time to
time. Any two offices, except those of President and Vice President or President
and Secretary,  may be filled by the same person.  In addition to the powers and
duties  prescribed by these Bylaws,  the officers and assistant  officers  shall
have such  authority and shall perform such duties as from time to time shall be
prescribed by the Board. The officers and assistant  officers of the Corporation
shall hold office until their  successors are chosen and have qualified,  unless
they are sooner  removed  from  office  provided by these  Bylaws.  The Board of
Directors  may add to the title of any  officer or  assistant  officer a word or
words  descriptive of his powers or the general  character of his duties. If the
office of any officer or assistant  officer  becomes vacant for any reason,  the
vacancy shall be filled by the Board of Directors.

         Section  502.  Agents  or  Employees.  The  Board of  Directors  may by
resolution designate the officer or officers who shall have authority to appoint
such agents or employees  as the needs of the  Corporation  may require.  In the
absence of such  designation this function may be performed by the President and
may be delegated by him to others in whole or in part.

         Section 503. Salaries.  The salaries of all officers of the Corporation
shall be fixed by the Board of Directors or by authority conferred by resolution
of the Board.  The Board also may fix the  salaries  and other  compensation  of
assistant officers, agents and employees of the corporation,  but in the absence
of such action this  function  shall be performed by the  President or by others
under his supervision.

         Section 504.  Removal of Officers,  Agents or  Employees.  Any officer,
assistant  officer,  agent or employee of the  Corporation may be removed or his
authority revoked by resolution of the Board of Directors with or without cause,
but such removal or revocation shall be without prejudice to the rights, if any,
of the  person  so  removed,  to  received  compensation  or other  benefits  in
accordance  with the terms of existing  contracts.  Any agent or employee of the


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Corporation  likewise  may  be  removed  by the  President  or,  subject  to his
supervision,  by the person having  authority with respect to the appointment of
such agent or employee.

         Section  505.  Chairman of the Board.  The  Chairman of the Board shall
prescribe  the duties of the other  officers and employees and see to the proper
performance  thereof.  He or she shall preside at all meetings of the Board. The
Chairman of the Board shall be responsible for having all orders and resolutions
of the Board of Directors  carried into effect.  As  authorized  by the Board of
Directors, he or she shall execute on behalf of the Corporation and may affix or
cause to be affixed a seal to all instruments  requiring such execution,  except
to the extent that signing and execution  thereof  shall have been  delegated to
some other officer or agent of the  Corporation  by the Board of Directors or by
the  Chairman  of the Board.  In the absence of the  Chairman of the Board,  the
President  shall preside at meetings of the Board.  In general,  the Chairman of
the Board shall perform all the acts and exercise all the authorities and duties
incident to his office or as prescribed by the Board of Directors.

         Section 506. President.  The President shall perform such duties as are
incident  to his  office  or  prescribed  by the  Board of  Directors  or by the
Chairman of the Board. As authorized by the Board of Directors,  he or she shall
execute on behalf of the Corporation and may affix or cause to be affixed a seal
to all instruments  requiring such execution,  except to the extent that signing
and execution thereof shall have been expressly  delegated to some other officer
or agent of the  Corporation.  The  President  may be a member  of the  Board of
Directors.

         Section 507. Vice  Presidents.  The Vice Presidents  shall perform such
duties  and do such acts as may be  prescribed  by the Board of  Directors,  the
Chairman  of the Board,  or the  President.  Subject to the  provisions  of this
Section,  the Vice Presidents,  in order of their  seniority,  shall perform the
duties  and have the  powers of the  President  in the event of his  absence  or
disability or his refusal to act.

         Section 508. Secretary.  The Secretary shall act under the direction of
the President.  Unless a designation  to the contrary is made at a meeting,  the
Secretary  shall attend all meetings of the Board of Directors  and all meetings
of the shareholders and record all of the proceedings of such meetings in a book
to be kept for that  purpose,  and shall  perform  like duties for the  standing
committees when required by these Bylaws or otherwise. The Secretary shall give,
or cause to be given,  notice of all  meetings  of the  shareholders  and of the
Board of Directors,  and shall perform such other duties as may be prescribed by
the  President  or the Board of  Directors.  The  Secretary  shall  keep in safe
custody  the seal of the  corporation,  and,  when  authorized  by the  Board of
Directors, the Chairman of the Board or the President, cause it to be affixed to
any instruments requiring it.

         Section 509.  Treasurer;  Powers and Duties. The Treasurer shall be the
chief financial  officer and shall cause full and accurate  accounts of receipts
and disbursements to be kept in books belonging to the Corporation. He shall see
to the deposit of all moneys and other  valuable  effects in the name and to the
credit  of  the  Corporation  in  such  depositary  or  depositaries  as  may be
designated by the Board of Directors,  subject to  disbursement  or  disposition
upon orders signed in such manner as the Board of Directors shall prescribe.  He
shall render to the President and to the directors,  at the regular  meetings of
the Board or whenever  the  President or the Board may require it, an account of
all his transactions as Treasurer and of the results of operations and


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financial condition of the corporation.  If required by the Board, the Treasurer
shall give the  Corporation a bond in such sum, and with such surety or sureties
as may be satisfactory to the Board for the faithful  discharge of the duties of
his office,  and for the restoration to the  corporation,  in case of his death,
resignation,  retirement or removal from office, of all books,  records,  money,
and other  property  of  whatever  kind in his  possession  or under his control
belonging to the Corporation.

         Section 510. Assistant Officers. Unless otherwise provided by the Board
of  Directors,  each  assistant  officer  shall  perform such duties as shall be
prescribed by the Board of Directors,  the Chairman of the Board,  the President
or the  officer  to whom he is an  assistant.  In the  event of the  absence  or
disability of an officer or his refusal to act, his assistant officers shall, in
the order of their seniority, have the powers and authority of such officer.

         Section 511.  Delegation of Officers' Duties.  Any officer may delegate
duties to his  assistant  (if any)  appointed  by the Board;  and in case of the
absence of any officer or assistant officer of the corporation, or for any other
reason that the Board of Directors may deem  sufficient,  the Board may delegate
or authorize the delegation of his powers or duties,  for the time being, to any
person.

ARTICLE VI. INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS.

         Section 601. The  Corporation  may indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding,  whether civil, criminal,  administrative,
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  Corporation,  or is or was serving at the request of the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed in, or not opposed to, the
best interests of the  Corporation,  and, with respect to any criminal action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which he  reasonably  believed  to be in, or not  opposed  to,  the best
interests  of the  Corporation,  and with  respect  to any  criminal  action  or
proceeding, had reasonable cause to believe that his conduct was unlawful.


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         Section 602. The  Corporation  may indemnify any person who was or is a
party,  or is  threatened  to be  made a party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  Corporation  to  procure a
judgment  in its  favor  by  reason  of the fact  that he is or was a  director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint  venture  trust  or other  enterprise  against
expenses (including  attorneys' fees) actually and reasonably incurred by him in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he  reasonably  believed to be in, or not opposed to,
the best interests of the Corporation and except that no  indemnification  shall
be made in respect of any claim,  issue or matter as to which such person  shall
have been adjudged to be liable for negligence or misconduct in the  performance
of his duty to the  Corporation  unless and only to the extent that the court of
the county in which the registered  office of the  Corporation is located or the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to be indemnified for
such expenses which the court shall deem proper.

         Section 603. The indemnification provided for in the preceding sections
shall be paid by the Corporation  only as authorized in the specific case upon a
determination that indemnification of the director,  officer,  employee or other
agent is  proper  under  the  circumstances  because  he has met the  applicable
standard of conduct set forth in each section,  this determination to be made by
the Board of Directors by majority vote of a quorum  consisting of directors who
were not parties to such  action,  suit or  proceeding,  or in any other  manner
authorized by law which the Board of Directors shall direct; provided,  however,
that to the  extent  that a  director,  officer,  employee  or  agent  has  been
successful  on the merits or  otherwise  in defense of any such suit,  action or
proceeding, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

         Section 604. Expenses incurred in defending a civil or criminal action,
suit or  proceeding  may be paid by the  Corporation  in  advance  of the  final
disposition  of such action,  suit or  proceeding  as  authorized  in the manner
provided in Section 603 of this Article upon receipt of an  undertaking by or on
behalf of the director,  officer,  employee or agent to repay such amount unless
it shall be ultimately  determined  that he is entitled to be indemnified by the
Corporation as authorized in this Article.

         Section 605. The indemnification  provided by this Article shall not be
deemed exclusive of any other rights to which those seeking  indemnification may
be entitled under any bylaw,  agreement,  vote of shareholders or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a  director,  officer,  employee  or agent and shall
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.

         Section 606. The Corporation  shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
him and  incurred by him in any such  capacity,  or arising out of his status as


                                       9


<PAGE>


such,  whether  or not the  Corporation  would have the power to  indemnify  him
against such liability under the provisions of this Section.

ARTICLE VII. FINANCIAL REPORTS TO SHAREHOLDERS.

         Section 701. No Annual Report  Required.  Unless required by law, it is
hereby expressly  provided that the Directors of this  Corporation  shall not be
required  (pursuant to any statutory  provision or requirement of law applicable
in the absence of this  express  provision),  to send or cause to be sent to the
shareholders of this Corporation any annual financial report.

         Section 702. Option Financial Reports. Nothing in these Bylaws shall be
construed  to prohibit  the Board of  Directors,  the  President,  or other duly
authorized  officers from sending financial or other reports to the shareholders
on an annual basis or from time to time, in such form as they may deem necessary
or advisable in their  discretion.  It is hereby  expressly  provided  that such
reports need not be prepared by an independent public or certified accountant.

ARTICLE VIII. RELATION OF DIRECTORS AND OFFICERS TO CORPORATION.

         Section 801.  Fiduciary  Relationship.  Officers  and  Directors of the
Corporation shall stand in and have a fiduciary relation to the Corporation, and
shall discharge the duties of their respective  positions in good faith and with
that  diligence,  care and skill  which  ordinarily  prudent men and women would
exercise under similar circumstances.

ARTICLE IX. CORPORATION RECORDS.

         Section 901. Proceedings of Shareholders and Directors.  There shall be
kept at the registered office of the Corporation an original or duplicate record
of the proceedings of the shareholders and of the Directors, and the original or
a copy of its Bylaws,  including all amendments or alterations  thereof to date,
together with other necessary and appropriate corporate records.

         Section 902.  Shareholders  Right to Examine Corporate  Records.  Every
shareholder  shall,  upon written demand in accordance with Section  14A:5-28 of
the New Jersey Business  Corporation Act, have a right to examine,  in person or
by agent or attorney,  during the usual  business  hours for any proper  purpose
reasonably  related  to  such  person's  interests  as  shareholder,  the  share
register,  books or records of account,  and records of the  proceedings  of the
shareholders  and Board of  Directors,  and make  copies of  extracts  therefrom
provided,  however,  that the Board of  Directors  shall be entitled to exercise
such  specific  rights  as the  Corporation  may  have  under  the  law to  keep
confidential  such records which contain  business  secrets,  the  disclosure of
which  would be  injurious  to the best  interests  of the  Corporation  and its
shareholders.  If any  attorney or other agent shall be the person who seeks the
right to  inspection,  the demand shall be accompanied by a power of attorney or
such other  writing  which  authorizes  the attorney or other agent to so act on
behalf of the  shareholder.  The demand shall be directed to the  Corporation at
its  registered  office in the State of New Jersey or at its principal  place of
business.

ARTICLE X. SHARES OF CAPITAL STOCK.


                                       10


<PAGE>


         Section 1001. Share Certificates.  Every shareholder in the Corporation
shall be entitled to receive a certificate representing the shares owned by him.
Said share  certificates  shall be numbered and  registered  in the books of the
Corporation, as they are issued.

         Section 1002. Contents of Share  Certificates.  Said share certificates
shall  state:  (1) the name of the State of  Incorporation;  (2) the name of the
registered holder of the shares represented thereby; (3) the number and class of
shares  and the  designation  of the  series,  if  any,  which  the  certificate
represents; and (4) the par value of each share represented, or a statement that
the shares are without par value. If the Corporation is authorized to issue more
than one (1) class of stock, then upon the face or back of the certificate there
shall be set  forth (or a  statement  shall  appear  that the  Corporation  will
furnish to any  shareholder,  upon  request and without  charge) a full  summary
statement of the designations,  preferences,  limitations and relative rights of
the shares of each class  authorized  to be issued  and, if the  Corporation  is
authorized to issue any preferred or special class in series,  the variations in
the relative  rights and  preferences  between the shares of each such series so
far as the same have been fixed and  determined,  and the authority of the Board
of  Directors  to fix and  determine  the  relative  rights and  preferences  of
subsequent series.

         Section 1003.  Signatures on Share Certificates.  Each such certificate
shall be signed by the  President  or Vice  President,  and by the  Secretary or
Treasurer  (or  Assistant  Secretary or Assistant  Treasurer),  or by such other
officers as may be  designated  by the Board of  Directors,  and sealed with the
corporate seal of the Corporation.  If a certificate is signed (1) by a transfer
agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf
of the Corporation and a registrar, the signature of any such authorized officer
may be  facsimile.  In case any  officer  who has  signed,  or  whose  facsimile
signature has been used on, any  certificate or  certificates  shall cease to be
such officer of the Corporation,  before such  certificate is issued,  it may be
issued by the Corporation  with the same effect as if the officer had not ceased
to be such at the date of its issue.

         Section 1004.  Lost or Destroyed  Certificates.  Any person  claiming a
share certificate to be lost or destroyed shall make an affidavit or affirmation
of that fact and,  in the  manner  and to the  extent  required  by the Board of
Directors,  shall  advertise the same,  give the Corporation a bond of indemnity
with  sufficient  surety to protect the Corporation or any person injured by the
issue of a new  certificate  from any  liability or expense which it or they may
incur by reason of the fact that the original  certificate remains  outstanding,
whereupon  a new  certificate  may be issued of the same  tenor and for the same
number of shares as the one alleged to be lost or  destroyed,  but always to the
approval of the Board of Directors.

         Section  1005.  Transfer  of  Shares.  All  transfers  of shares of the
Corporation  shall be made upon the books of the  Corporation  upon surrender to
the  Corporation  or the transfer  agent of the  Corporation of a certificate or
certificates for shares, duly endorsed by the person named in the certificate or
by attorney,  lawfully constituted in writing, or accompanied by proper evidence
of succession,  assignment or authority to transfer.  Thereupon, it shall be the
duty of the  Corporation  to  issue a new  certificate  to the  person  entitled
thereto, cancel the old certificates and record the transaction upon its books.


                                       11


<PAGE>


         Section 1006.  Agreements  Restricting Transfer of Shares. The Board of
Directors  may  authorize the  Corporation  to become party to  agreements  with
shareholders  and others  relating to transfer,  repurchase,  and  issuance,  of
shares of stock of the Corporation;  provided, however, that such agreement must
be filed with the Corporation and all share certificates  affected thereby shall
have clearly  imprinted  thereon a legend containing such agreement or referring
thereto.

         Section 1007.  Registered  Shareholders.  The Corporation may treat the
person  registered on its book as the holder of any shares as the absolute owner
thereof,  and as the one  entitled  to vote such  shares and  receive  dividends
thereon.

         Section 1008.  Determination  of Shareholders  of Record.  The Board of
Directors  may fix a time not more than fifty (50) days prior to the date of any
meeting of  shareholders,  or the date fixed for the payment of any  dividend or
distribution,  or the date for the  allotment  of  rights,  or the date when any
change or conversion or exchange of shares will be made or go into effect,  as a
record date for the determination of the shareholders  entitled to notice of, or
to vote at,  any such  meeting,  or  entitled  to  receive  payment  of any such
dividend or  distribution,  or to receive any such  allotment  of rights,  or to
exercise  the rights in respect to any such change,  conversion,  or exchange of
shares.  In such case only such  shareholders as shall be shareholders of record
on the date so  fixed  shall be  entitled  to  notice  of,  or to vote at,  such
meeting,  or to receive payment of such dividends,  or to receive such allotment
or rights, or to exercise such rights, as the case may be,  notwithstanding  any
transfer  of any shares on the books of the  Corporation  after any record  date
fixed  as  aforesaid.  The  Board  of  Directors  may  close  the  books  of the
Corporation  against  transfer  of shares  during  the whole or any part of such
period,  and in such case written or printed  notice  thereof shall be mailed at
least ten (10) days before the closing thereof to each  shareholder of record at
the address  appearing on the records of the  Corporation  or supplied by him to
the Corporation for the purpose of notice. While the stock transfer books of the
Corporation  are closed,  no transfer of shares shall be made thereon.  Unless a
record date is fixed for the  determination of shareholders  entitled to receive
notice of, or vote at, a shareholders' meeting,  transferees of shares which are
transferred on the books of the Corporation  within ten (10) days next preceding
the date of such  meeting  shall  not be  entitled  to notice of or vote at such
meeting.

         Section  1009.  Voting  Trusts.   Unless  the  laws  of  the  State  of
Incorporation  or the  Articles  of  Incorporation  of  this  Corporation  shall
otherwise  provide,  two (2) or more  shareholders of this  Corporation  may, by
agreement in writing, transfer their shares to any corporation or person for the
purpose of vesting in the transferee or  transferees  all voting or other rights
pertaining to such shares for a period not  exceeding  ten (10) years,  and upon
the terms and conditions stated in the agreement.

         Section 1010.  Consideration  For Capital Stock. The Board of Directors
of the  Corporation  shall  issue from time to time,  the  authorized  shares of
capital stock of the Corporation for cash, real property, tangible or intangible
personal property,  including stock of another  corporation or for such property
as in the  discretion of the Board of Directors may seem for the best  interests
of the Corporation consistent with the Business Corporation Act of New Jersey.

ARTICLE XI. DIVIDENDS AND OTHER DISTRIBUTIONS TO SHAREHOLDERS.


                                       12


<PAGE>


         Section  1101.  Dividends.  Subject to  applicable  law of the State of
Incorporation,  and in accordance  with the provisions  thereof at the pertinent
applicable time, the Board of Directors of the Corporation may from time to time
declare,  and the  Corporation may pay,  dividends on its outstanding  shares in
cash or property  other than its own  shares,  except  when the  Corporation  is
insolvent,  or when the payment thereof would render the Corporation  insolvent,
or when the  declaration or payment thereof would be contrary to any restriction
contained in the Articles of Incorporation, but

         (1)      Dividends  may be declared  and paid in cash or property  only
                  out of  unreserved  and  unrestricted  earned  surplus  of the
                  Corporation, except as otherwise provided by statute; and

         (2)      No dividends  shall be paid which would  reduce the  remaining
                  net assets of the Corporation below the aggregate preferential
                  amount  payable in the event of voluntary  liquidation  to the
                  holders of shares having  preferential rights to the assets of
                  the Corporation in the event of liquidation.

         Section 1102.  Distribution of Shares of the Corporation.  The Board of
Directors of the  Corporation  may,  from time to time,  distribute  pro rata to
holders  of any class or  classes  of its  issued  shares,  treasury  shares and
authorized but unissued shares, but

         (1)      If distribution is made, in the  Corporation's  authorized but
                  unissued shares having a par value, there shall be transferred
                  to stated capital at the time of such  distribution  an amount
                  of surplus at least  equal to the  aggregate  par value of the
                  shares so issued;

         (2)      The amount per share so transferred to stated capital,  or the
                  fact that there was no such  transfer,  shall be  disclosed to
                  the shareholders receiving such distribution concurrently with
                  the distribution thereof; and

         (3)      No  distribution  of  shares  of any  class  shall  be made to
                  holders of shares of any other  class  unless the  articles so
                  provide or such  distribution is authorized by the affirmative
                  vote or written  consent of the  holders of a majority  of the
                  outstanding  shares of the class in which the  distribution is
                  to be made.

         In lieu of  issuing  fractional  shares in any such  distribution,  the
Corporation  may pay in cash the fair value thereof,  as determined by the Board
of Directors, to shareholders entitled thereto.

         Section 1103. Reserves.  There may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Directors, from time
to time, in their absolute discretion determine as a reserve or reserves to meet
contingencies,  or for equalizing dividends, or for repairing or maintaining any
property of the Corporation,  or for the purchase of additional property, or for
such other  purpose  as the Board of  Directors  shall  think  conducive  to the
interests of the  Corporation.  The Board of Directors may abolish or modify any
such reserve.

         Section  1104.  Distributions  in  Partial  Liquidation.  The  Board of
Directors  of  the  Corporation  may,  from  time  to  time,  distribute  to the
shareholders in partial liquidation,  out of


                                       13


<PAGE>


unrestricted capital surplus of the Corporation, a portion of its assets in cash
or property, subject to the following conditions:

         (1)      No  such  distribution  shall  be  made  at a  time  when  the
                  Corporation  is  insolvent  or when  such  distribution  would
                  render the Corporation insolvent;

         (2)      No such  distribution  shall be made unless such  distribution
                  shall  have been  authorized  by the prior  affirmative  vote,
                  obtained  within  one (l)  year of such  distribution,  of the
                  holders of at least a majority  of the  outstanding  shares of
                  each class,  whether or not  entitled  to vote  thereon by the
                  provisions of the articles;

         (3)      No such distribution shall be made to the holders of any class
                  of shares  unless  all  cumulative  dividends  accrued  on all
                  classes of shares entitled to preferential dividends, prior to
                  dividends   on  the  shares  to  the  holders  of  which  such
                  distribution is to be made, shall have been fully paid;

         (4)      No such distribution shall be made to the holders of any class
                  of shares which would reduce the  remaining  net assets of the
                  Corporation below the aggregate preferential amount payable in
                  event of voluntary liquidation to the holders of shares having
                  preferential  rights to the assets of the  Corporation  in the
                  event of liquidation; and

         (5)      Each such  distribution,  when made,  shall be identified as a
                  distribution  in partial  liquidation and the amount per share
                  disclosed to the shareholders  receiving the same concurrently
                  with the distribution thereof.

ARTICLE XII. MISCELLANEOUS.

         Section 1201.  Fiscal Year.  The fiscal year of the  Corporation  shall
begin on the 1st day of January in each year and end on the 31st day of December
in each year.

         Section 1202. Signing Checks. All checks or demands for money and notes
of the Corporation shall be signed by such officer, officers, or other person or
persons as the Board of Directors may from time to time designate.

         Section 1203.  Designation  of Presiding and  Recording  Officers.  The
Chairman of the Board of Directors  shall preside at any meeting of Directors or
shareholders,  as the case may be,  and shall  have the right to  designate  any
person,  whether  or not an  officer,  director  or  shareholder  to record  the
proceedings of, such meeting.

         Section 1204.  Written Notice of Meetings.  Whenever  written notice is
required  to  be  given  to  any  person   pursuant  to  law,  the  Articles  of
Incorporation or these Bylaws, it may be given to such person, either personally
or by sending a copy thereof through the mail, or by telegram,  charges prepaid,
to his address appearing on the books of the Corporation,  or to his business or
other address  supplied by him to the Corporation for the purpose of notice.  If
the notice is sent by mail or by  telegraph,  it shall deemed to have been given
to the person entitled  thereto when deposited in the United States mail or with
a telegraph  office for  transmission to


                                       14


<PAGE>


such person.  Such notice shall  specify the place,  day and hour of the meeting
and, in case of a special meeting of the shareholders, the general nature of the
business to be transacted.

         Section 1205. Waver of Notice.  Whenever any written notice is required
to be given pursuant to law, by the Articles of Incorporation or these Bylaws, a
waiver  thereof in  writing,  signed by the person or persons  entitled  to such
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent to the giving of such notice. Except in the case of a special meeting
of  shareholders,  neither the business to be transacted at, nor the purpose of,
the  meeting  need be  specified  in the  waiver  of  notice  of  such  meeting.
Attendance  of a person,  either in person or by proxy,  at any  meeting,  shall
constitute a waiver of notice of such meeting,  except where a person  attends a
meeting for the express  purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened.

         Section 1206. Text of Proposed  Resolution in Written Notice.  Whenever
the  language  of a  proposed  resolution  is  included  in a written  notice to
shareholders,  the shareholders meeting considering the resolution may adopt it,
with such clarifying or other amendments as do not enlarge its original purpose,
without further notice to shareholders not present in person or by proxy.

         Section 1207. Interpretation of Bylaws. All words, terms and provisions
of these  Bylaws  shall be  defined  by and in  accordance  with the New  Jersey
Business  Corporation  Act as that Act and these Bylaws are  interpreted  by the
Corporation's counsel.

         Section 1208. Absentee Participation in Meetings. One or more Directors
may participate in a meeting of the Board of Directors, or of a committee of the
Board, by means of a conference telephone or similar  communications  equipment,
by means of which all persons participating in the meeting can hear each other.

         Section 1209.  Severability.  If any provision of these Bylaws  becomes
illegal or unenforceable as such, such illegality or unenforceability  shall not
affect any other  provision  of these  Bylaws and such  other  provisions  shall
continue in full force and effect.

ARTICLE XIII. AMENDMENTS.

         Section 1301.  Amendment by Shareholders.  These Bylaws may be altered,
amended  or  repealed  by a  majority  vote of all of the shares of stock of the
Corporation issued and outstanding and entitled to vote at any annual or special
meetings of the  shareholders  duly  convened  after  appropriate  notice to the
shareholders of such proposed alteration, amendment or repeal.

         Section 1302. Amendment by the Board of Directors.  These Bylaws may be
altered,  amended or repealed by the affirmative vote of a majority of the Board
of Directors at any regular or special  meeting of the Board duly convened after
appropriate  notice to the Directors of such proposed  alteration,  amendment or
repeal.

         Section 1303.  Recording  Amendments and  Alterations.  The text of all
amendments and  alterations to these Bylaws shall be attached to the Bylaws with
a notation of the date of each


                                       15


<PAGE>


such  amendment  or  alteration  and a notation  of whether  such  amendment  or
alteration was adopted by the shareholders or the Board of Directors.


ARTICLE XIV. ADOPTION OF BYLAWS RECORD OR AMENDMENT.

         Section  1401.  These  Bylaws  have been  adopted  and  filed  with the
undersigned on the 21st day of December, 1982, and shall be effective as of this
date.


                              /s/ ROBERT C. BECK
                              ----------------------------------------------
                              ROBERT C. BECK, Secretary

         Section 1402. Amendments to Bylaws.
<TABLE>
<CAPTION>

Section Amended                                         Date Amended                        Adopted By
---------------                                         ------------                        ----------
<S>                                                     <C>                                 <C>
Repeal of Sections 601                                  May 5, 1987                         Shareholders
   through 606, inclusive

Adoption of new Article VI,                             May 5, 1987                         Shareholders
   Sections 601 through 605,
   inclusive, attached hereto
   as Exhibit "A"

Adoption of new Section 402, attached                   April 20, 2004                      Board of Directors
   hereto as Exhibit "B"

</TABLE>


                                       16


<PAGE>


                                   Exhibit "A"
                                   -----------

                            AMENDMENT AND RESTATEMENT
                         TO ARTICLE VI OF THE BYLAWS OF
                             COMMERCE BANCORP, INC.

ARTICLE VI. INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS.

         SECTION  601.  The  Corporation  shall,  to the  fullest  extent now or
hereafter permitted by the New Jersey Business  Corporation Act, as amended from
time to time, indemnify any director or officer of the Corporation. The right to
indemnification conferred by this Section 601 shall include the right to be paid
by the  Corporation  for  expenses  incurred in  defending  any action,  suit or
proceeding  in advance of its final  disposition,  subject to the receipt by the
Corporation of such  undertakings  as might be required of an indemnittee by the
New Jersey Business Corporation Act.

         SECTION  602.  The Board of  Directors  by  resolution  adopted in each
specific  instance may  similarly  indemnify any person other than a director or
officer of the Corporation  for  liabilities  incurred by him in connection with
services  rendered  by him  at the  request  of  the  Corporation  or any of its
subsidiaries.

         SECTION 603. The  provisions  of this Article VI shall be applicable to
all actions,  suits or proceedings  commenced  after its adoption,  whether such
arise out of acts or omissions  which  occurred  prior to or  subsequent to such
adoption  and shall  continue  as to a person who has ceased to be a director or
officer or to render  services at the request of the Corporation and shall inure
to the benefit of the heirs,  executors and administrators of such a person. The
rights of indemnification  provided for herein shall not be deemed the exclusive
rights to which any director,  officer, employee or agent of the Corporation may
be entitled  under the  certificate  of  incorporation,  an  agreement,  vote of
stockholders, or otherwise.

         SECTION  604.  In any  action by an  indemnitee  to  enforce a right to
indemnification  hereunder  or by  the  Corporation  to  recover  advances  made
hereunder,  the  burden  of  proving  that the  indemnitee  is not  titled to be
indemnified shall be on the Corporation.  In such an action, neither the failure
of  the  Corporation   (including  its  Board,   independent  legal  counsel  or
stockholders) to have made a determination that indemnification is proper, nor a
determination by the Corporation that indemnification is improper,  shall create
a presumption  that the indemnitee is not entitled to be indemnified  or, in the
case of such an action  brought  by the  indemnitee,  be a defense  thereto.  If
successful  in  whole  or in part in such an  action,  an  indemnitee  shall  be
entitled to be paid also the expense  (including  reasonable  attorneys fees) of
prosecuting or defending same.

         SECTION  605.  Any  repeal or  modification  of this  Article VI by the
directors or  stockholders  of the  Corporation  shall not adversely  affect any
right or protection of a director or officer of the Corporation  existing at the
time of such repeal or modification.


<PAGE>


                                   Exhibit "B"
                                   -----------

                            AMENDMENT AND RESTATEMENT
                         TO ARTICLE IV OF THE BYLAWS OF
                             COMMERCE BANCORP, INC.

         Section 402. Nomination for Directors.  Nominations for directors to be
elected may be made at a meeting of shareholders  only by the Board of Directors
of  the  Corporation  (or  any  committee  thereof),  or a  shareholder  of  the
Corporation  entitled to vote for the  election of  directors at the meeting who
complies with the procedure set forth in this Section 402.  Written  nominations
by shareholders  for directors to be elected at a meeting of shareholders  which
have not previously been approved by the Board of Directors must be submitted to
the Secretary of the Corporation,  not later than (i) the latest date upon which
shareholder  proposals must be submitted to the Corporation for inclusion in the
Corporation's  proxy statement  relating to such meeting  pursuant to Rule 14a-8
under the Securities Exchange Act of 1934, as amended, or other applicable rules
or regulations under the federal  securities laws, or if no such rules apply, at
least  90 days  prior to the  date  one  year  from the date of the  immediately
preceding annual meeting of  shareholders,  and (ii) with respect to an election
to be held at a special meeting of  shareholders,  30 days prior to the printing
of the Corporation's  proxy materials with respect to such meeting or if no such
proxy  materials are being  distributed to  shareholders,  at least the close of
business on the fifth day  following the date on which notice of such meeting is
first given to shareholders.

         Each nomination is required to set forth:

         (1) the name and address of the  shareholder  making the nomination and
the person or persons nominated;

         (2) a  representation  that the  shareholder  is a holder  of record of
capital stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the  meeting  to vote for the  person or persons
nominated;

         (3) a description of all  arrangements and  understandings  between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination was made by the shareholder;

         (4) such other  information  regarding  each  nominee  proposed by such
shareholder  as would be  required to be  included  in a proxy  statement  filed
pursuant to the proxy rules of the  Securities  and Exchange  Commission had the
nominee been nominated by the  Nominating and Governance  Committee of the Board
of Directors; and

         (5)  the  consent  of  each  nominee  to  serve  as a  director  of the
Corporation if so elected.


<PAGE>